Study Sessions
by Kayotics
Summary: Kyle and Wendy study for their biology test and end up learning more about each other then they thought they would. [KylexWendy, M/F, Rated M for sexual content]


Plotless smut I wrote for myself, since no one writes Kyle/Wendy. This was done really quickly and very unplanned, so don't expect it to be super well written or to make perfect sense.

* * *

"Today we're covering the reproductive system," said Mr. Barnes, the science teacher.

Most of the class giggled, but Kyle just held in a groan and covered his face in his hands, not looking at any of the other students in the classroom.

This was just going to turn into one big laugh-fest about how babies are made and how intercourse works and Kyle was not looking forward to this. There were a billion other things that they could be learning about in biology, but they had to cover the systems of the body _again._ Not only that, but it was the reproductive system.

The teacher started in on his lecture, the projector showing an outline of a male and female body and illustrations of each of the organs that were part of the reproductive system. The giggles started, and Kyle could feel himself growing nauseous at the idea of this whole thing.

Stan glanced back at him from his assigned seat in the table directly in front of him and smirked lewdly, his eyebrows arching in a way that meant "is he really expecting us to be serious about this?"

Kyle shrugged and gave a weak smile, which was enough for Stan to turn around and go back to doodling on his folder. He was glad that Stan was able to joke about this, but Kyle was back to feeling uncomfortable and weird. Stan had always been fairly comfortable with sex and sexual things, and it made Kyle jealous that he could just talk about it without making a big deal about it.

At the head of the classroom, Mr. Barnes had moved on to talking about the function of the male anatomy in the reproductive system. Kyle turned his head away from the front and looked down at the table, trying to block out the sound of their teacher's droning voice.

"Kyle, are you okay?" Wendy whispered to his right. Her assigned spot was right next to him, and he looked up from the table to meet her gaze.

"Huh?" he whispered back, almost surprised that she was talking to him. He shouldn't have been, since they were more or less friends. They were in many of the same classes, and often studied together during their free period, so saying they were friends was not too much of a stretch.

"You look kind of pale. Are you sick?" she asked, the concern in her voice touching his core.

He shook his head. "No, I…. I'm just really uncomfortable with… the whole sex thing."

Wendy seemed to be surprised by this. "You? I wouldn't expect you to be uncomfortable with sex."

Kyle raised an eyebrow in confusion. "When have I ever shown an interest in it?"

She shrugged and looked back at the slideshow, where their teacher was explaining erections and how they worked. Strangely, it was more comprehensive information than their 10th grade health class where they were _supposed_ to learn more of this stuff. Kyle kept his eyes down at his book.

"Why are you so afraid of it?" Wendy asked, her voice barely a whisper. She didn't turn away from the front of the room, but did glance over to Kyle.

He tapped his fingers against the table and bit his lip. After a few moments of gathering his thoughts, he said, "Our education on all this stuff has never been that great. They always talk about diseases and pregnancy and all this shit… It's scary."

"Well, you have to be aware of things, but you shouldn't be scared. Just cautious. Sex isn't scary," Wendy said, smiling softly.

"Have you had sex?" Kyle asked. His voice sounded loud to him, but no one looked at them.

Wendy looked sheepish and nodded slightly. "Stan and I did it a few times before we broke it off," she admitted. "It was a bit intimidating the first time, and I was nervous, but it was kind of… fun?"

Kyle nodded, feeling silly for not realizing that she and Stan had hooked up like that. Stan told him that they had done some stuff, but he was too naïve to realize that they had actually had sex. He glanced ahead to look at Stan, who was asleep on top of his books and leaving a nice little puddle of drool on his arm.

Maybe Stan hadn't told him because he was so weird about all of this sex stuff. That was probably it.

They went silent and the teacher droned on. Kyle managed to take in the information he needed without thinking too much about the subject, and at the end of class they were told that they would be having a test on the current section on Monday.

"Hey, Kyle." He turned toward Wendy, who had packed up all of her books to go to her locker.

"Yeah?"

"Do you want to study together this weekend? I want to ace this test and I figured if we study together, we might get the information down faster?"

Kyle took a long look at her, trying to figure out if he was free this weekend, and finally nodded. "Yeah, okay. Your house or mine?"

"Yours. My parents are having company over this weekend and I don't want to be disturbed," said Wendy.

"Mind if I invite Stan?" Kyle asked as they headed out of the classroom. They headed toward their lockers, weaving around all the underclassmen that were scurrying to get to their next class.

She shrugged and said, "I don't mind. He and I are on pretty good terms."

Kyle nodded and waved goodbye to her, leaving her at her locker and heading down the hall to reach his. Half way between the two, he stopped at Stan's locker and told him the plan, inviting him over to study with the two of them.

"Sure, dude. I'll come," Stan agreed, pulling his books from his locker. Kyle was surprised that Stan could find anything in that mess, since it was piled half way to the top with papers and old junk. Stan struggled to slam his locker closed and walked with Kyle the rest of the way to his locker. "Why'd you and Wendy decide to study anyway? You two don't hang out much."

"We hang out in classes all the time," Kyle argued, twisting the combination lock to get his supplies for his next class. "And it was her idea. She said she wanted to study."

Kyle opened his locker and switched out his books easily, since he had all of his supplies organized by what hour he needed them. "I dunno," Stan mused, leaning against the metal door. "Are you sure Wendy doesn't have some ulterior motive?"

Standing up with his supplies in hand, Kyle shut the locker door, causing Stan to stumble slightly. "What kind of motive would she even have? Is she going to steal my Xbox?"

Stan rolled his eyes, stepping in time with Kyle to their next class. "No, stupid. I'm talking about sex."

Kyle paled and glanced at Stan, his lips pressed tightly together. "What."

"You know, sex! Intercourse. Fucking. The horizontal tango. Sticking your magic wand into her chamber of secrets. Doing the—"

"Okay, stop!" Kyle's yell caused whoever was left in the hallway to turn towards them before scurrying off in fear.

The two of them walked into the classroom, and immediately Kyle's voice dropped to a harsh whisper. "She does not want to have sex with me," he hissed as he sat down in the desk adjacent to Stan's. Then, he amended with, "I am not going to have sex with her."

"Dude, why not?" Stan asked, honestly curious.

"First of all, and most importantly, she's your _ex-girlfriend_. I'm not going to bone your ex. Second of all, we aren't even dating," Kyle spat, and he took a moment to breathe. "Third, I don't want to have sex."

Stan gave him an odd look and tilted his head to the side. "Kyle, I know you're interested in sex. Sure, you're not the most obvious about it, but I've seen you eyeing up the girls once in a while," argued Stan. He took a glance over to the teacher, who was handing papers back to the class. She would be a few minutes before she actually finished with that.

Kyle looked away from Stan, his face going red, and muttered, "Yeah, but I've never… done anything. It kind of… freaks me out."

Stan gave Kyle a look of sympathy before whispering, "With our upbringing, I think it's pretty normal to be weird about sex. Look at how Butters turned out."

"Butters spends his time jacking off in the bathroom and hooking up with anyone that moves," Kyle said flatly. Kyle had been on the receiving end of Butters' affections on more than one occasion.

"Exactly. And with your brother the way he is? It's no wonder that you're freaked out about sex," Stan pointed out.

Kyle bristled. "What's wrong with Ike?" he asked, taking on an accusing tone.

"Nothing's wrong with him except that he's been messing around with women since he was in Kindergarten. That's pretty fucked up," said Stan.

Kyle grimaced at the memory and looked down at the floor. "Okay, yeah, that was weird."

"I just think you've had a lot of weird sexual things happen around you, and that probably messed with your perception of sex," Stan said with a note of finality.

"What about Cartman? He had a lot of messed up things happen to him," Kyle countered.

Stan scoffed, rolling his eyes heavily. "Cartman has the most unhealthy view of sex I've ever seen. He jokes about using sex to get what he wants all the time!" Kyle nodded, feeling stupid for forgetting that.

Kyle turned to his desk and looked down at his notebook for a while. A few moments later, he remembered what the problem was in the first place and said to Stan, "Wendy is still your ex-girlfriend, dude. I don't want to mess with that."

Stan shrugged and made a vague motion with his hand. "Eh. We dated like three years ago. If she likes you, then she likes you. Who I dated at fifteen shouldn't matter compared to who you date now," Stan said, brushing off Kyle's concern.

Huffing in annoyance, Kyle opened his book to a random page and pretended to read, frustrated that Stan was so adamant about Wendy having a thing for him. She had shown no interest whatsoever in even _dating_ Kyle, let alone having sex with him. Part of him was dreading this whole study date; having Wendy and Stan in the same room as him was probably the worst idea right now.

Wendy showed up around three o'clock on Saturday. Sheila answered the door while Kyle and Stan sat on the couch mindlessly playing video games.

"Hello, Mrs. Broflovski," Wendy greeted, her breath puffing in the cold air.

"Oh, you must be over to study with my little Kyle!" Sheila cooed, moving aside to let Wendy inside. Kyle groaned from the couch, his face turning red in embarrassment. "Kyle, Stan, Wendy is here!"

"Okay, Ma." Kyle didn't move.

"Kyle! Get over here and welcome your guest!" Sheila growled as she placed her hands on her hips.

Stan snickered as Kyle paused their game and got up from the couch, grumbling as he did so. He walked over to Wendy, pointedly ignoring his mother's glare, and offered to take her coat. She seemed surprised as she handed it over to him. Kyle put the coat away and took her bag for her.

"Hey, Stan, let's go upstairs and study," Kyle called, going up the first few stairs to his room.

"'Kay, dude," Stan called back, turning off the game console and TV.

Kyle led Wendy upstairs, pointing out the bathroom as they went. He ushered them into his room, Stan coming up behind them and closing the door.

Wendy looked around the room and Kyle felt like he should have at least brought the dirty laundry down to the washing machine. Sure, his room was fairly clean, but he didn't really need a girl seeing his dirty underwear. That was gross.

"I like your Einstein poster," Wendy mused, smirking a little as she looked around the room. Kyle huffed out in embarrassment and placed her bag on the floor before getting his study supplies out. Stan dug through his backpack and pulled out a few crumpled papers and his biology textbook.

They weren't studying for more than thirty minutes when Stan groaned and flipped over on his back, splaying his limbs out haphazardly and staring at the ceiling.

"Dude, what are you doing?" Kyle deadpanned, biting the inside of his cheek in annoyance.

"This is so booooring," Stan whined, glaring up at the spackled ceiling.

"Stan, you need to study the most out of all of us," Wendy chided, turning a page in her book. "Do you even know what the endocrine system does?"

"It's, like, all your waste and junk. It makes you pee," Stan said, puffing out his cheeks.

"Wrong!" Wendy barked, making Stan jump a little bit, but he quickly relaxed back into the carpet. "The endocrine system is the one that secretes glands into your bloodstream!"

Kyle snorted. "The urinary system is what makes you pee. That's why it's called urine, dude." Stan laughed a little, seemingly unconcerned with the fact that he just got the answer completely wrong.

Wendy sighed, sounding mildly disappointed. "See, you're going to fail this test!"

Stan blew his bangs out of his eyes and turned back to lie on his stomach, glaring at his textbook in annoyance. "Fine," Stan spat, sticking his tongue out at his book.

Kyle rolled his eyes and went back to reviewing his notes, sucking on his teeth in boredom. To his left, Stan laughed, smirking at something in his book. Kyle cleared his throat, gaining Stan's attention. "Dude, are you actually studying?" Kyle asked, his voice taking on a threatening quality.

"Yeah, look dude," Stan said, pushing his book towards Kyle.

"Ew, I don't want to look at that," Kyle muttered, paling slightly. It was the page on reproductive organs.

"Kyle, it's just a dick. It's not a big deal," Stan said. "Might I remind you that you have one?"

Kyle could feel his ears heat up, and he wished that his hair covered them more. "That doesn't mean I want to look at them! I don't want to see this shit," Kyle ground out, turning away from Stan a bit dramatically. Wendy looked up from her book to give Kyle a pointed look.

Stan glared, pushing himself up off the floor and sitting on his knees. "Dude, what's your problem?"

"I don't have a problem! I just don't like to look at genitals, okay?" Kyle hissed.

Stan opened his mouth to say something else, but was interrupted by a crumpled wad of notebook paper to the face.

"Just drop it, Stan," Wendy said, looking calm as she went back down to her notes. He breathed out in annoyance but went back to looking at his textbook.

The room grew tense as they studied in silence. None of them spoke, choosing to look at their own notes rather than ask each other for assistance. Kyle glanced up at Stan, feeling guilty. Just as he was gathering the courage to say something, Stan's cell phone started blaring out some crappy pop song that Kyle didn't recognize. He never could keep up with what was popular.

Stan groaned and pulled out his phone, rolling his eyes as he answered it. "Hey Dad," Stan muttered as he stood up to go out in the hall. Stan closed the door behind him, leaving Wendy and Kyle to themselves. Kyle sighed.

As soon as Stan moved far enough away from the door that they couldn't hear him, Wendy asked, "Are you okay Kyle?"

"Huh?"

"You got unfairly upset about that whole thing," Wendy explained, biting her lip slightly.

Kyle looked away, focusing down at his notebook instead of her face. "Yeah, I know. I just… He never knows when to drop it, you know?" Kyle muttered, playing with the edge of his paper.

"Haven't you told him how you feel about the topic?" Wendy asked, her brows furrowing in confusion.

"I guess. Kind of? Not extensively. We've never really talked too much about that sort of stuff," Kyle mused, rubbing the back of his neck.

"Really?"

"Dude, the only person he's ever gotten intimate with is you and his hand. I don't really want to hear about his exploits with either," Kyle laughed, some of the tension draining out of his body.

Wendy laughed a bit nervously and responded with, "Are you sure you guys don't trade masturbation techniques?" As soon as the words fell from her lips she seemed to realize what she said and glanced away nervously. Kyle wondered if she thought she was being too familiar.

Kyle scratched the back of his head and stammered out, "Well, I, uh… Don't actually…" He took his hand and made a vague pumping motion with his hand.

Wendy's eyes widened. "You don't…"

Wendy didn't get to finish her thought because at that moment Stan came into the room, pocketing his phone.

"Dad needs me to help him move some furniture into the house," grumbled Stan, moving to shove things into his backpack haphazardly. Kyle and Wendy watched him as he stuffed his tattered book and crumpled papers into his bag. He looked up, nodding to Wendy in farewell before turning to Kyle. "So, I'll see you tomorrow?"

Kyle smirked, a bit relieved that Stan had forgiven him for freaking out before. "Yeah. Maybe we can study a bit more too," Kyle said, his voice light.

Stan grinned at Kyle and waved before leaving the room and shutting the door behind him. Stan's footsteps vanished down the stairs, leaving Kyle and Wendy alone in the room.

Kyle turned back to Wendy, smiling a little bit, but froze when he saw her face. She looked embarrassed, her cheeks tinted red and her eyes meeting his nervously. He cleared his throat, and it seemed loud in his bedroom.

"Wendy?" She jumped and laughed nervously. Kyle swallowed back the lump that formed in his throat and asked, "What's up?"

"… You've really never?" She did the same vague pumping motion that Kyle had made before. Kyle hesitated before nodding, clearing his throat again. Wendy's embarrassment seemed to be dissipating, being replaced with curiosity and confusion. "Well, haven't you gotten aroused before?"

"Well, yeah. Of course I have. I get aroused, but I just don't do anything about it," Kyle admitted.

"Why not?"

Kyle shrugged, but then seemed to realize what the question was and grimaced. "It's just… really gross. And… I dunno, I've tried?" Kyle leaned back, breathing out a little harshly. "It felt… I felt guilty about it."

Wendy leaned forward on her knees, her eyebrows disappearing underneath her bangs. "Kyle," she breathed, almost astounded, "you realize that it's not normal to feel that way, right?"

Kyle's eyebrows furrowed, and he chewed on his lip for a few moments. "Well, yeah. I guess I know that."

"Why do you feel guilty?" Wendy asked.

It took Kyle a while to figure out what he was going to say. After a lengthy pause, he said, "I've never been comfortable with it? It feels like something that I would get punished for doing. Like I'm breaking a rule."

Wendy sighed, smiling only slightly. "Kyle, it's okay to touch yourself. I could get all into how many people actually do admit to masturbating, but that's irrelevant. You just need to know that a lot of people do masturbate, and it's perfectly healthy to let yourself do that." She let that sink in for a moment, and when Kyle didn't respond with anything, she continued, "You don't have to like it. You don't even have to want to do it, but feeling guilty about it is unhealthy. I guess you have to answer a few questions for yourself."

Kyle blinked a few times and looked up at her. "What kind of questions?"

She thought for a moment, then said, "Well, you need to ask yourself first if you _are_ actually sexual. After that, maybe ask yourself if you _want_ to be."

Kyle scoffed a little, but then his expression fell. He stared at his knees for a few moments, thoughts whirling inside his head, before nodding slightly. "Yeah, I'd say I'm sexual. And it bothers me that I'm not, so I'd say I want to be comfortable with it."

Wendy smiled. "See, now we're getting somewhere. Maybe now you can just try exploring your sexuality?" she suggested nervously.

Kyle nodded, his face heating up a little. They sat in silence for a few moments before Kyle said, "Hey Wendy? I know this isn't exactly what you planned on doing today, but I wanted to thank you. For, y'know, just talking with me. It means a lot to me."

"No problem. It was a bit awkward, but we did get to know each other better," Wendy said, an easy grin sliding onto her face. "And if you need help with anything, just ask." Kyle's eyes snapped up to hers, and she looked back. It took her a moment to realize what he thought she meant and she sputtered, putting her hands out in front of her. "I just mean in general! General help! Not… sexual."

Kyle's face got even redder, and a strange pang of arousal hit in in the stomach. "I…"

Wendy swallowed loudly and looked at Kyle, too nervous to say anything else.

"I-it's okay Wendy," Kyle stammered, hating himself a little for the awkward way his voice cracked. "I don't expect you to… want to do anything with me."

"That's not it!" Wendy blurted, and Kyle glanced up to see her look horrified at herself.

Kyle breathed in sharply, acutely aware of the way that the tension in the room was mounting. He felt way too hot, even though the house was at a cool 68 degrees. It was like his room was absorbing all the heat in the house. "Then what?" he asked slowly.

Wendy breathed out evenly, calming herself down. "You… I feel like you're off-limits. I'm not allowed to touch you," Wendy whispered, keeping eye contact with Kyle. Kyle assumed that it was something to do with the strange dynamic between him and Stan. "And I don't think you should let anyone really get close to you until you figure out what you like by yourself."

They didn't speak for a bit, but Kyle could hear himself breathing rather loudly. Wendy spoke again. "I didn't come over here to try to get freaky with you, just so you know," she clarified. "You're attractive, but I honestly wanted to just study."

"You think I'm attractive?" Kyle asked. Wendy rolled her eyes, bemused at him for picking that out from everything that she said, but then nodded quickly. She scooted forward so that their knees were touching, and he could hear her breathing just as harshly as he was.

She thought for a moment, her hands sliding slowly from her lap onto his knees, and she said, "I want to help you get over your guilt."

Kyle felt his mouth go dry, and all he could manage to croak out was, "Yeah?"

She nodded, leaning forward just a little. Wendy's eyes were half-lidded, and Kyle took this as his queue to kiss her, so he leaned forward and pressed his mouth gently against hers.

Kyle's lips tingled, and she opened her mouth just a tiny bit, separating her lips just enough so that he could take one of them between his teeth. She sighed, a squeak sounding at the back of her throat, and he pulled away, breathing hard.

Before Kyle could fully catch his breath, Wendy pulled him back for another kiss, this time much more forceful than the last one. She licked at his lips, biting at them softly, before he opened his mouth just a little, mostly out of surprise. She licked the inside of his mouth, surprising Kyle, and managed to respond just enough that she could suck on the tip of his tongue. He groaned, tapering off into a weak whimper as she let up on the pressure. He felt her smile against his mouth.

"Don't get smug," Kyle sad, pulling away just enough to talk before going back to bite at her lips again. She sighed into his mouth, and that was enough to make Kyle moan back. He trembled just a little, letting himself get lost in what they were doing. It started to become a competition, both of them trying to get the other to react more to what they were doing.

Wendy guided herself onto his lap, and Kyle found himself wrapping one arm around her waist while the other held her back to him. From this position, Wendy could easily go for Kyle's neck, so she did that, trailing kisses down his cheek and to his jaw. As soon as she reached his neck, she licked him, testing his reaction. He stilled, his fingers clenching around the fabric of her shirt.

Tentatively, she put her lips against the spot where his shoulder met his neck and sucked. Kyle tightened his grip on Wendy, pulling her closer, and let out a low moan. Wendy pulled back in surprise and glanced up to look at Kyle, who had his face to the ceiling and looked almost in pain.

As soon as he could breathe again, Kyle swallowed thickly and looked down at Wendy, who was still staring at him.

He opened his mouth to say something, but she went back to his throat, sucking harshly, turning whatever he was going to say into a loud whine. Kyle covered his mouth out of embarrassment, moaning into his hand. Every time she sucked, it sent a corresponding noise coughing out of Kyle's mouth. Wendy licked her lips and pulled back for a second before returning to his neck, nipping at him slightly with her teeth.

Kyle's mind went blank. Wendy kept up her ministrations on his neck, making him unable to remember how to speak.

She pulled back, moving her hair out of the way, and took a moment to rest, allowing Kyle to catch his breath. He inhaled sharply, his body still pulsing in a way that he was pretty unfamiliar with. After a few seconds, his mind cleared enough to the point that he felt he could talk again, and he started to relax his grip on Wendy. Still feeling pretty wired, he leaned down to rest his forehead on her shoulder, his breath coming out in airy puffs.

Wendy chuckled lowly. "What?" Kyle croaked out, surprised at how deep his voice sounded.

"Nothing, you're just cute," she replied, and he could hear the smirk in her voice.

Kyle grumbled in response and sat up, his body swaying slightly as he pulled himself back to a normal seated position. He had done it to glare at Wendy, but she had moved forward, her lips brushing against the shell of his ear. He shivered, and the fogginess from before started to cloud his mind.

"I think you should try touching yourself," Wendy whispered, her voice sounding all too sweet for what she was saying.

Kyle felt a pang of arousal so intense that he lost sight for a moment. His breath left him. For a moment, he couldn't even register that Wendy had moved away from his ear and was leaning back on his lap, looking at him expectantly. He finally met her eyes, his mouth still hanging open in shock.

Finally, he closed his mouth, and gave the slightest of nods. She leaned forward to peck him on the lips before sliding off of his lap.

He didn't feel quite confident enough to get completely undressed in front of her, so he merely removed his jeans. As soon as he pulled them from his hips, it became painfully obvious how aroused he was, and he tried not to look at her as he slid the pants off of his ankles. He wished he hadn't worn his Terrance and Philip boxers today.

Kyle had to admit, his dick was much happier like this than being confined in denim. He pushed the pants aside and sat cross-legged, awkwardly looking anywhere but at Wendy.

"You don't have to do this," Wendy whispered, inching forward just a little.

Swallowing, Kyle said, "No, it's… It's okay. I…"

"Do you want me to sit behind you?" Wendy asked. Kyle nodded nervously.

Wendy crawled across the floor and placed herself behind Kyle, moving forward to press against his back. He could feel her heart pounding behind him, feeling almost as strong as his own. They beat out of sync with each other, making a strange rhythm that shook Kyle to his core.

"I'm nervous," Kyle admitted.

"That's okay," Wendy said. "I am too."

Kyle nodded.

"I just don't want you to feel guilty about pleasuring yourself," Wendy whispered.

He chuckled softly. "So, what, are you going to coach me?" Kyle asked.

"If you want."

Kyle felt his mouth go dry as he realized that, yeah, he kind of did want her to tell him what to do. Slowly, he nodded, and she could almost hear her smiling behind him.

Wendy pushed herself harder against his back and asked, "Can I look?" He thought for a moment before nodding, and she shifted against him, moving so she could actually see what was going on.

"Well?" He asked, his fingers moving nervously against his legs. He realized that part of him was really looking forward to being told what to do. Despite his nervousness, he felt much better about this than any time he had tried to do anything by himself.

"First of all, try to calm down. You don't want to have a heart attack," Wendy chided, and Kyle barked out a laugh. He slapped his hand over his mouth, embarrassed at the loudness of it. Part of him hoped that his mom wouldn't come upstairs at all.

"You should probably pull it out," Wendy suggested, pointing at his erection. He swallowed, feeling kind of stupid, and pulled his dick through the slit of his boxers. Kyle sat there, holding his cock like a delicate instrument (which it was, kind of), unsure of what she wanted him to do next.

"Um, just…" Wendy muttered, and Kyle could feel her hide her face against his shoulder. "Sorry, I just didn't expect to see your penis today," Wendy admitted, and Kyle snorted. "I don't mean that it's bad!" she amended, her head bouncing away from his shoulder and moving around to look at his face. "It's actually very nice! I'm… Oh, God."

"Wendy, it's okay. You haven't insulted it," Kyle assured, smiling a little, some of the tension releasing from his body. She giggled a little and looked down, pretty obviously eyeing his dick.

"I just, I guess I didn't realize it would be circumcised. Stan's wasn't, you know?" Wendy muttered.

"Ugh, can we not talk about Stan at this very moment? I'm kind of cradling my dick like a newborn and I don't need to think about my best friend," Kyle deadpanned, making Wendy laugh. His heart fluttered in his chest, and she leaned back against him, both of them much more comfortable with their arrangement than before.

"Okay," Wendy said, her voice much lighter this time. "You're going to need a little more pressure than that limp-wristed hold you have there." Kyle laughed, but the fact that she was giving him instructions made his cock twitch. He held it, his stomach churning almost unpleasantly as he did so.

Wendy had moved, her mouth now brushing against his ear, and she whispered, "Now go slow." He obeyed.

It was strange, but much more pleasurable than it had ever been before. Maybe it was someone telling him that it was okay, but the nagging feeling of guilt was ignorable as he pumped his cock. He felt his face get warm, but he knew it wasn't from any lingering embarrassment.

"Faster," a voice whispered in his ear, and he obeyed. He felt his eyelids get heavy, and he felt almost like he was on fire. Absently, he realized he was making tiny noises in the back of his throat, but he couldn't find it in him to care.

Wendy adjusted herself again, this time moving so she was pressed against his side. He glanced at her, realizing that she was just staring at his face. Kyle laughed a little, but it was stilted due to the fact that most of his mind was elsewhere.

She moved her head closer and whispered, "I want you to come."

Kyle's mouth parted of it's own violation and he turned to her a whine dying in the back of his throat. Wendy leaned forward to kiss him, open mouthed and messy, before moving back down to his neck and sucking hard.

Everything went blank for a moment, and Kyle found himself gasping for breath as he pumped through his climax. Wendy had pulled away, content to watch Kyle's face as he came down from his high. He blinked a few times, catching his breath, then looked down to his hand.

"Oh. Gross."

Wendy looked to where he was and laughed, though it sounded a bit distant. She went over to where he kept his tissues and grabbed a few, walking back and handing them to him to clean up.

He was silent as he took care of things, but he was in good spirits. After cleaning and tucking himself back into his boxers, he looked over to Wendy, who was shifting uncomfortably on her knees.

Realization hit him, and he suddenly got very worried. "Wendy, you're trembling," Kyle pointed out, looking at her fingers.

She looked down, seemingly discovering this for the first time. "Oh, I guess I am."

Kyle scooted forward, placing the wad of tissues down on the floor beside him, and placed his hands on her thighs. "Wendy, do you need to take care of that?" he asked, leaning forward slightly.

"I…" She looked up, meeting his gaze.

The silence spread between them before Kyle said, "I want to see you touch yourself."

She nearly laughed, amused by Kyle using her own words back at her. "Can we move to the bed?" she asked, eyeing the mattress from her position on the floor. Kyle nodded and stood on shaky legs, offering a hand to help her up too.

Wendy moved to the bed on her own, and Kyle motioned to her to get comfortable. She took a few pillows and stacked them, giving herself a little bit of an incline to lay down on. Kyle crawled over top of her to get to the other side, placing himself between her and the wall. He leaned down and kissed her softly, lingering there before moving down to her jaw and neckline.

He tried doing the same thing that she had practically tortured him with, but she wasn't as affected by her neck being sucked as he was. She hummed in pleasure, but he was disappointed that she wasn't squirming from it.

Kyle ran his hands down her side and stopped when he found the hem of her shirt. She shivered slightly, and he gently ran his fingers along her abdomen, keeping his touch light and teasing. Wendy arched her back, moving her body into his hand. Kyle smirked.

Slowly, he moved his fingers farther up her shirt, just a few inches more. Hesitantly, he leaned over her and whispered, "Can I remove your bra?"

She nodded, a small smirk playing on her lips, and arched enough so he could reach underneath her and unhook it. Or try to unhook it. Attempt to unhook it and fail miserably.

"How the fuck do you remove these things?" Kyle ground out, making Wendy laugh.

"Try pinching it and then twisting a little," Wendy instructed.

It took him a few more minutes to actually unclip the bra, and he had to stop himself from cheering after accomplishing that feat. Wendy smiled at him and pulled off her bra, somehow managing to pull it off without removing her shirt. Kyle was mildly disappointed at not getting a glimpse of her boobs.

"You can touch them," Wendy said, her voice smaller than it had been before.

Kyle brightened a little and went back to teasing her, his fingers running along her skin playfully. She whimpered, sounding a little desperate, and he brought his hand a little higher, his fingertips making their way to the underside of her breast.

For a moment, neither of them breathed as Kyle's hand reached up to cup her breast, his thumb finding her nipple and ghosting across it.

Wendy's mouth opened just enough for a small moan to escape her lips, and Kyle knew that he had just heard the most arousing sound that he had ever heard in his life. She arched her back again, and Kyle couldn't help but bring his other hand up to play with her other nipple.

Watching her was like porn; her eyes were closed prettily and her mouth was open just slightly. She looked like she was in pure bliss. Kyle wanted to hear more, so he leaned down and just slightly licked at one of her nipples.

She gasped, her hip jumping up beneath him. Her hands moved to grip his shoulders as he took her nipple into his mouth, sucking at it lightly. Kyle felt almost stupid, like an infant, but she was loving it and he thought it was kind of nice, so he kept doing it. He moved over to her other breast, giving it the same attention as the first one, and pulled back to look at them, smirking.

Wendy's eyes fluttered open, and her brows furrowed in confusion as she saw Kyle smirking down at her. "What?" she accused.

"I just like that they're hard," Kyle stated, leaning down to kiss her on the lips. Before she could stop him, he moved away, kissing each nipple and then moving down to kiss her stomach in a line down to her navel. He hesitated there, then licked at her stomach tentatively, surprised when she whined. Kyle licked again, adding more pressure, and Wendy moaned this time, urging him to keep going. He moved along her stomach and to her hipbones, which stuck out attractively and seemed to be a good spot to try. He pressed his tongue there, hard, causing Wendy to release an almost obnoxious moan that she scrambled to cover with her mouth.

Kyle sat up and grinned at her, but she kept her eyes firmly on the ceiling, looking horrified at herself.

Feeling particularly mean, Kyle went back down to her hipbone and sucked, causing Wendy to buck her hips violently and moan loudly enough that her hand couldn't cover it all up.

Kyle grinned and kept at it, teasing her until she was writhing underneath him, nearly begging him to stop. He smiled and pulled away from her hips, kissing up her stomach and between her breasts. Then, he looked up to see Wendy glaring at him, which wasn't as effective with her eyes clouded over like that. Kyle moved up to press his lips against her ear and whispered, "Touch yourself."

It didn't take more than that one command for Wendy to start unbuttoning her pants. She shucked them off leaving her in her panties (which were cute and pink with a little bit of lace) and her shirt covering nothing but her arms and sternum.

Wendy slid her fingers under the waistband of her underwear, almost too slow for Kyle's tastes, and she looked like she was merely feeling around. Her eyes widened and she chuckled lowly. "Wow."

"What?" Kyle asked, honestly curious.

"I'm just… I don't think I've ever been this wet," Wendy admitted, pulling her fingers out and examining them.

"Can I feel?" Wendy looked at Kyle curiously before nodding, and Kyle slid his hand down her stomach towards her crotch.

He pressed his finger against her opening, not having to press much at all to see what she meant. "Holy shit," he gasped, pulling his hand out to check out his fingers. He glanced at Wendy and then back to his hand. "That's kind of hot," he admitted in awe.

Wendy had moved her hand back down to her crotch, moving it slowly underneath the fabric of her panties. Kyle couldn't quite tell what she was doing, but he was curious. Instead, he went back to licking her body, sometimes playing with her nipples and sometimes focusing on her hips. It seemed to take her a while to get to a point where she was actually feeling something, but she assured Kyle that he was helping by playing with her.

Wendy started to move her hips a little and her eyes closed. Her mouth was open again, and she started to move almost erratically. Kyle watched, his hand over her breast, as her hand moved faster beneath her underwear. She gasped, her breath coming out in pants, as she started to shake. Kyle's mouth went dry as he watched her like this, seemingly out of control. Soon, her hips lay back down and she breathed out, almost sighing in relief.

Curious, Kyle reached down and slid his hand down where hers was and pressed against where her fingers lay. Wendy practically jumped, gasping out in surprise.

Wendy opened her eyes and looked at him. Kyle grinned back sheepishly.

"Get your hand out of there, you little prick," she said, smirking a little.

She sat up, leaning on her elbows and looked over Kyle. Kyle looked to what she had locked on to, and realized for the first time that he was hard again.

"Oh. Sorry," Kyle said, pushing his dick down with his palm. "You were just… really hot."

She looked away sheepishly and said, "It's fine. You were pretty hot yourself."

Kyle smiled and leaned forward, his hand reaching up to cup around Wendy's face. Gently, he kissed her, smiling against her lips. He pulled back and felt his heart flutter in his chest, making him feel lightheaded.

Wendy smiled back and looked around, glancing over to the clock on his bedside table. "Shit," she muttered. "I gotta go. I have to be home soon."

Kyle nodded, standing up with her and helping her find her clothes. "Did you want to come over to study tomorrow?" he asked, glancing over to their forgotten biology textbooks.

"We didn't really do a lot of studying today," she pointed out, adjusting her bra under her shirt.

Kyle shrugged. "That's okay. We don't have to study," Kyle said, his voice taking on a nervous quality. Part of him remembered that Stan planned to come over again tomorrow, so maybe they would end up actually studying this time.

She grinned, putting her books away in her backpack. "We'll see," Wendy chimed before she left the room, her hips swaying in a way that made Kyle want to pull her back to the bed.

As soon as he heard her leave the house, he shut the door to his room, acutely aware that he was still hard, and that the familiar guilt was starting to come back. He sighed. Kyle made his way to his bed, deciding that maybe the best way to get over his guilt was to power through it. So, he did.


End file.
